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Terms of Use

1. INTRODUCTION

Please read these terms and conditions carefully as they contain important information about your rights and obligations when using the Cartlyst Platform and/or the Shoptimize Services. These Terms of Use and our Privacy Policy form the basis on which you may access and use the Cartlyst Platform and any associated Shoptimize Services. By using the Cartlyst Platform and any Shoptimize Services you are deemed to have read, understood and accepted to be bound by the Terms of Use and our Privacy Policy (the Terms) and any other related terms of use. If you do not agree with these Terms, you should stop using the Cartlyst Platform and/or the Shoptimize Services immediately.

2. DEFINITIONS

The following expressions shall, unless otherwise expressly stated, have the following meaning:

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Agreement means these Terms of Use.

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API (Application Programming Interface) means a set of protocols, commands, and functions that developers can use to build software for a specific operating system.

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Confidential Information means any information, whether oral or written, relating to the Cartlyst Platform, the business of Shoptimize or any of its Related Corporations and, for the avoidance of doubt, includes Data.

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Data means any data you may provide to us via the Cartlyst Platform or as part of the Shoptimize Services and includes any data we may access from you such as ad campaign data, location data and device data.

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Cartlyst Platform means a platform known as cartlyst.ai which, among other things, (i) gives customers product recommendations based on the input lists provided; (ii) place orders based on the product recommendations (iii) allows brands to review product recommendations, orders and other metrics.

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Intellectual Property Right means any intellectual property right, regardless of whether registered or not, including any patent, copyright (including moral right and author's right), database right, know-how or trade secret, whether or not developed or reduced to practice, design or industrial design, trademark, service mark, logo, business name, domain name and keyword, and the goodwill associated with them, rights to sue for passing off, in the nature of unfair competition rights, publicity and confidentiality and any other proprietary right, whether relating to tangible or intangible property, applications to register any of the foregoing, rights to take action for past infringements in respect of any of the foregoing, and all rights in the nature of any of the foregoing anywhere in the world.

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Order means, for the purposes of these Terms, any order which enters the Cartlyst Platform through whatever means (including but not limited to via API or CSV upload). An Order will still be an Order for these purposes regardless of its status and regardless of whether it is subsequently cancelled or there is a return associated with the Order, it will still be an Order under these Terms.

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Related Corporations means any subsidiary or holding/parent company of that corporation or any subsidiary of that holding/parent company, or any other affiliated legal entity with whom we are under common corporate control.

 

Shoptimize, Our, Us, We refer to Shoptimize India Private Limited and its Related Corporation(s).

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Shoptimize Services means any services and/or products and/or a combination of both provided by Shoptimize, our Related Corporation(s), authorised agents, authorised affiliated partners or associates and shall include the Cartlyst Platform. Any references to "Shoptimize Services" in these Terms shall mean all of the Shoptimize Services or any of them as the context requires.

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Subscription means any package offered by Shoptimize on the Cartlyst Platform and such packages will consist of different services and features and may be subject to additional and differing conditions, prices, policies and limitations.

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A reference to "person(s)" shall include any company, partnership, individual person, firm, joint venture, association, corporation, statutory body, unincorporated body of persons, trust, bureau, minister, agency, instrument, court, regulatory body, government or state, any authority or other body corporate and vice versa.

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A reference to you or the user is a reference to a user of any of the Cartlyst Platform and/or the Shoptimize Services.

3. AGREEMENT

  1. By using the Cartlyst Platform and/or the Shoptimize Services, you accept these Terms of Use and the Privacy Policy and these Terms of Use read together with the Privacy Policy shall constitute a valid and binding agreement made between you and Shoptimize.

  2. We reserve all rights to change any or all of these Terms at any time and we will post the updated Terms of Use on the Cartlyst Platform and/or the Shoptimize Services (as relevant). All changes are effective immediately and your continued use of the Cartlyst Platform and/or Shoptimize Services after the posting of any amended Terms shall constitute your agreement to be bound by any such changes. We reserve the right to refuse to provide our products and services to anyone at any time.

4. USER WARRANTIES, ACKNOWLEDGEMENTS AND UNDERTAKINGS

  1. By using the Cartlyst Platform and/or the Shoptimize Services, you hereby acknowledge, represent and warrant that you have read and fully understood all the terms and conditions contained herein and the Privacy Policy.

  2. You undertake to fully comply with the Terms.

  3. You undertake to ensure that the mobile phone/device and/or computer used by you to access the Cartlyst Platform and/or the Shoptimize Services is legally owned, possessed or used by you at all times and you undertake not to allow any person other than you to access or manipulate the Cartlyst Platform and/or the Shoptimize Services using your mobile phone, device and/or computer.

  4. You acknowledge that you are responsible for any account you may create with us in connection with the Cartlyst Platform and/or the provision of the Shoptimize Services and that you are responsible for any activity in such account. You undertake to keep all information in relation to such account up to date.

  5. You warrant that you are authorised to share any Data and that Shoptimize and its Related Corporations are entitled to rely on this authorisation.

  6. You acknowledge that Shoptimize and its Related Corporations are authorised to use the Data in accordance with the terms of the Privacy Policy.

  7. You undertake to only use the Cartlyst Platform and/or the Shoptimize Services for lawful purposes and the purpose for which it is intended and you further undertake to only use the Cartlyst Platform and/or the Shoptimize Services for your own use.

  8. You acknowledge that all Intellectual Property Rights existing in connection with the Cartlyst Platform and the Shoptimize Services belong to Shoptimize and its Related Corporations and that you have no claim or rights to those Intellectual Property Rights. If required by Shoptimize and its Related Corporations, if any Intellectual Property Rights are in any way deemed to vest in you, then you shall provide all such assistance at your own cost to ensure that the title to such Intellectual Property Rights vests in or is assigned to Shoptimize and its Related Corporations.

  9. You acknowledge that all software programming contained in the Cartlyst Platform and/or the Shoptimize Services (the Software) is owned by or licensed to Shoptimize and that any unauthorised access to, reproduction, redistribution, publication, display or other use of the Software would infringe the Intellectual Property Rights of Shoptimize or a third party licensor.

  10. You undertake not to: (i) modify, translate, create or attempt to create derivative copies of or copy of the Software; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Cartlyst Platform and/or the Shoptimize Services; (iii) use the Cartlyst Platform and/or the Shoptimize Services in any way that violates these Terms of Use; (iv) disable, bypass, circumvent, or interfere with any digital rights management, security or access control mechanisms; and (iv) use Cartlyst Platform and/or the Shoptimize Services in any manner which would infringe the Intellectual Property Rights of Shoptimize, any of its Related Corporations or any third party.

  11. You agree that you will not when using the Cartlyst Platform and/or the Shoptimize Services: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or any other information available through the Cartlyst Platform and/or the Shoptimize Services; or (c) attempt to gain unauthorised access to other computer systems through the Cartlyst Platform and/or the Shoptimize Services. You agree that you will not use the Cartlyst Platform and/or the Shoptimize Services in any manner that could damage, disable, overburden or impair the Cartlyst Platform and/or the Shoptimize Services or interfere with any other party's use and enjoyment of the Cartlyst Platform and/or the Shoptimize Services.

  12. You acknowledge that the trade mark(s), service mark(s), trade name(s), logo(s), symbol(s), brand name(s) and other proprietary marks or any combination of the aforesaid (the Marks) contained on or in the Cartlyst Platform and/or the Shoptimize Services (save and except for any marks of advertisers) are owned by Shoptimize. You undertake not to use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, translate, commercially exploit or disseminate any Marks without the prior written consent of Shoptimize. You further undertake never to claim ownership or rights to the Marks.

  13. You acknowledge that the Cartlyst Platform and/or the Shoptimize Services may contain links to websites operated by third parties (Third Party Websites). You further acknowledge that Shoptimize does not have any influence or control over the Third Party Websites and is not responsible for such Third Party Websites. You are advised to check the terms of use and privacy policies of such Third Party Websites.

  14. You acknowledge that the Cartlyst Platform and/or the Shoptimize Services are provided on a reasonable efforts basis only and that Shoptimize shall not be liable for any unavailability or malfunction of the Cartlyst Platform and/or the Shoptimize Services for any reason.

  15. You warrant and represent that, if you are a member, representative or agent of a corporation, you have the requisite authority to open an account and/or use the Cartlyst Platform and/or the Shoptimize Services and Shoptimize is entitled to rely on this clause.

  16. You undertake not to re-register on the Cartlyst Platform if we have terminated or blocked your account, access to or use of the Cartlyst Platform or the Shoptimize Services.

5. FREE TRIAL

  1. Shoptimize may make a Free Trial (defined below) available to you in accordance with these Terms. However, Shoptimize makes no commitment on the availability, type of services, content or features which will be available in such Free Trial and may modify, discontinue, remove or suspend access at any time and for any reason in our sole discretion.

  2. If you are signing up for a free trial of the Cartlyst Platform, the Cartlyst Platform will be made available to you, subject to these Terms of Use, for a period of 30 days from the date you accepted these Terms of Use and there is no cap of the number of Orders you can process through the Cartlyst Platform during such time (Free Trial).

  3. Shoptimize may terminate or suspend the Free Trial at any time without notice to you.

  4. To the fullest extent permitted by applicable law, Shoptimize will accept no liability whatsoever for users of the Free Trial.

  5. You understand and agree that unless we expressly communicate otherwise, Free Trials are available only to new users of the Cartlyst Platform that have never had an account before and there is only one Free Trial permitted per credit card or payment method. It is a violation of these Terms of Use to sign up for a Free Trial if you have signed up for an account or trial in the past or to have more than one account or trial at the same time.

  6. Shoptimize reserves the right, in its absolute discretion, to determine your eligibility for a Free Trial. If, in our discretion, we believe you are not eligible for a Free Trial, we reserve the right to prevent you from signing up for a Free Trial or to terminate your Free Trial at any time.

  7. At the end of your Trial Period, you will not be able to access all the features and services which were available to you during the Trial Period and such features and services as Shoptimize may determine in its absolute discretion will be locked and unavailable to access unless and until you subscribe for a plan.

6. Cartlyst Platform & SUBSCRIPTIONS

There are a number of ways to participate in the Cartlyst Platform and various different Subscriptions. These Subscriptions and options consist of different services, tools and features and may be subject to additional and differing conditions, prices, policies and limitations. Please review the inclusions and prices of each Subscription carefully as these will differ. We reserve the right to modify, terminate or otherwise amend our Subscriptions and other offered options at any time in our absolute discretion. Any such amendments or modifications will be made available on the Cartlyst Platform.

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You acknowledge and agree that each time an Order enters the Cartlyst Platform that it will count as an Order towards your total number of Orders on the Cartlyst Platform. Cartlyst's determination on whether an Order has been processed through the Cartlyst Platform shall be binding and final.

7. BILLING

  1. By selecting a Subscription, you are agreeing to pay the amount shown on the Cartlyst Platform for such Subscription and once you have selected the Subscription such amount will be deducted from your credit card or will be otherwise payable in accordance with an invoice issued to you.

  2. By clicking on "auto-renew", you authorise us to charge you the same amount on a monthly basis as the amount of Subscription you selected before you selected "auto-renew". You acknowledge that the amount billed each month may vary for reasons that may include differing amounts due to promotional offers and/or changing or adding different services or tools, and you authorize us to charge your payment method for such varying amounts, which may be in one or more charges.

  3. You acknowledge and agree that if Shoptimize is charged any 3rd party fees associated with your Account, you will be responsible for such fees whether by way of a price increase of Credits or a separate invoice.

  4. You acknowledge that even if you do not access the Cartlyst Platform or process any Orders through the Cartlyst Platform and/or the Shoptimize Services, you will be responsible for fees if you have clicked "auto-renew" until you cancel autorenewal, or your account is otherwise terminated.

  5. If you wish to cancel "auto-renew", you will need to send an email to finance-finops@graas.ai and we will cancel your auto-renewal within 48 hours of receipt of such email (Termination Period). In the event, your Subscription expires within such Termination Period, your Subscription will still renew once more before it is terminated.

  6. You agree that if you purchase a Subscription, you will be billed immediately and you will not be able to access your account until we have received the correct fees associated with the Subscription.

  7. If at any time a payment or payment method fails, you will not be able to access your Subscription or the Cartlyst Platform.

  8. Our fees are non-refundable to the fullest extent permissible by law.

  9. We reserve the right to adjust pricing at any time. We will update pricing on the Cartlyst Platform or through such other means as we may deem appropriate from time to time, such as email. If you have selected auto-renew and you do not cancel your auto-renewal, you will be deemed to have accepted these new fees.

  10. You may edit your payment information by sending an email to finance-finops@graas.ai. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorise us to continue billing any payment method you have provided, including in the event you attempt to create a new account or reactivate the unsettled account.

  11. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to the Cartlyst Platform and/or the Shoptimize Services or any portion thereof.

8. INDEMNITY

You agree to fully indemnify, release, defend and hold Shoptimize and its Related Corporations and its or their officers, directors, employees, affiliates, agents, licensors and representatives harmless from and against all claims, demands, lawsuits, liability, loss, judgments or other expenses (including, but not limited to, legal fees) suffered or incurred by Shoptimize arising, directly or indirectly, from: (i) your use of (or failure to use) the Cartlyst Platform and/or the Shoptimize Services; (ii) any reliance on the contents of the Cartlyst Platform and/or the Shoptimize Services; (ii) your breach of the Terms of Use; (iii) your unauthorised use of the Software or the Marks; (iv) any use by Shoptimize or its Related Corporations of the Data; and (iv) any improper, unauthorised or illegal uses of your mobile phone/device and/or computer used by you to access the Cartlyst Platform and/or the Shoptimize Services.

9. Shoptimize'S RIGHTS

  1. Shoptimize may modify, restrict, terminate, cancel, disable, delete, suspend, discontinue your account, your access to or use of the Cartlyst Platform and/or the Shoptimize Services (or any portion thereof) without notice or liability to you. This includes the right to do so before any expiry of any subscription.

  2. Shoptimize has the right to discontinue, disable, suspend, modify or alter any aspect, feature or policy of the Cartlyst Platform or the Shoptimize Services.

  3. Shoptimize has the absolute discretion and right to reject any person from using the Cartlyst Platform and/or the Shoptimize Services or any part thereof.

  4. Upon any termination or otherwise, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the Cartlyst Platform and/or the Shoptimize Services.

10. Shoptimize DISCLAIMERS

  1. We do not warrant that the Cartlyst Platform and/or the Shoptimize Services will be available and accessible to you at all times. Moreover, Shoptimize and its Related Corporations are reliant on third party services to provide the Cartlyst Platform and/or the Shoptimize Services and they shall have no liability if any interruption in availability to the Cartlyst Platform and/or the Shoptimize Services is caused by such third parties.

  2. We make no warranty as to accuracy or reliability of any information, advice, opinion, analysis or statement of the Cartlyst Platform and/or the Shoptimize Services.

  3. Shoptimize accepts no liability for any information, recommendation or analysis contained in or produced by the Cartlyst Platform and/or the Shoptimize Service.

  4. Shoptimize accepts no liability for any use or misuse by Shoptimize or its Related Corporations of the Data or for any unauthorised access to the Data and you release and hold us harmless from any and all liability from any such use, misuse or unauthorised access.

  5. Nothing contained in the Cartlyst Platform and/or the Shoptimize Services shall be construed as an inducement to enter into any contractual arrangement with Shoptimize or any of its Related Corporations.

  6. Shoptimize and its Related Corporations and each of our directors, officers and agents disclaim all liability and responsibility for any direct or indirect loss or damage which may be suffered by you through relying on anything contained in or omitted from the Cartlyst Platform and/or the Shoptimize Services.

  7. You expressly agree that use of the Cartlyst Platform and/or the Shoptimize Services and reliance on its content is at your own risk. Shoptimize does not make any representations or warranties of any kind regarding the Cartlyst Platform and/or the Shoptimize Services, the Software, or the results that may be obtained from use of any of the foregoing. The Cartlyst Platform and/or the Shoptimize Services are provided on an "as is, as available" basis, and Shoptimize specifically disclaims any and all express or implied warranties.

  8. You release and hold us harmless from any and all liability arising from your use of any Third-Party Website.

  9. All warranties, representations, guarantees, conditions and terms other than those expressly set out in these Terms of Use, whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral, are hereby, to the fullest extent permitted by law, expressly excluded from these Terms of Use.

  10. You acknowledge and agree that there is an inherent risk in overselling as product stock across various sales channels refers to one stock value and such stock value may not be update to date from time to time which may cause sales of stock which is not available (Overselling). Overselling may result for a number of reasons, including but not limited to the following:

    • there may be a delay of up to 20 minutes for Orders to be processed and withdrawn from sales channels to the Cartlyst Platform which may lead to overselling as stock numbers may not be accurate during such period;

    • simultaneous sales on multiple sales channels or even with the same sales channel could lead to overselling as the quantity of Orders may exceed the available stock;

    • certain sales campaigns on sales channels lock stock which may affect our ability to update stock in real time and result in overselling; and

    • there is a request per second limit in the sales channel API. As a result updating the latest stock to the relevant sales channel through the API may fail if such limit is exceeded which could lead to inaccurate stock numbers and consequently overselling

  11. You acknowledge and agree that Shoptimize and its Related Corporations have no liability whatsoever for Overselling and any such risk lies solely with you.

  12. Shoptimize shall have no liability for, and you shall have no recourse for, any such termination or deactivation pursuant to these Terms, except as set forth in the following sentence. If you have acquired an Order Bundle, then upon any such termination by us which is finally judicially determined to be without cause, as your sole recourse, we will issue you a pro rata refund of the prepaid portion of your Orders applicable to future unused Orders (less any fees or costs for Orders already used). If we determine that you have violated these Terms or otherwise engaged in illegal or improper use of your account, the Cartlyst Platform and/or the Shoptimize Services or you have breached these Terms in any way, you will not be entitled to any refund and you agree that we will not be responsible to pay any such refund.

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​You agree that we will not be liable to you or any third party for any termination or modification to the Cartlyst Platform and/or the Shoptimize Services regardless of the reason for such termination or modification. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us is to cancel or terminate your account or Order Bundle.

11.  LIMITATION OF LIABILITY

Shoptimize and its Related Corporations and its respective directors, employees, agents, affiliates and licensors shall in no event be liable for any damages or losses including, without limitation, direct, indirect, consequential, special, incidental or punitive damages, or any loss of profit, loss of opportunity, loss of goodwill, loss of anticipated saving, loss of revenue and/or any loss resulting from or caused by the Cartlyst Platform and/or the Shoptimize Services (and the content, analysis or recommendations therein), the Software, any unauthorised access of the Data or any use or misuse of the Data, the Marks, Overselling or these Terms of Use (including, without limitation, damages resulting from negligence) and/or any suspension, cancellation or termination or refusal of your use of the Cartlyst Platform and/or the Shoptimize Services or any content or material thereof. Shoptimize will not be responsible for any losses arising out of the unauthorised use of your mobile phone/device and/or computer to access the Cartlyst Platform and/or the Shoptimize Services.

12. CONFIDENTIALITY

  1. You agree to keep the Confidential Information confidential and not to disclose it to any third parties without the prior written consent of Shoptimize.

  2. Shoptimize shall keep the Confidential Information confidential but it may disclose such Confidential Information to its Related Corporations and its directors, agents, employees, advisors, shareholders, banks, investors or any third party who acquires the business or assets of Shoptimize in whole or in part.

13. MISCELLANEOUS

  1. These Terms of Use, and any non-contractual obligations arising out of or in connection with them, shall be governed and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with these Terms of Use (including as to the existence, validity, interpretation, performance, breach or termination thereof) or any dispute regarding non-contractual obligations arising out of or in connection with the Terms of Use will be subject to the exclusive jurisdiction of the Singapore International Arbitration Centre in Singapore in accordance with the arbitration rules of the Singapore International Arbitration Centre (the SIAC Rules) and the SIAC Rules are deemed incorporated into these Terms of Use by reference.

  2. Any term, condition, provision or undertaking in these Terms of Use which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void, or unenforceability any other term, condition, provision or undertaking herein contained.

  3. Failure by Shoptimize to enforce any provision of these Terms of Use will not be deemed a waiver of future enforcement of that or any other provision of these Terms of Use.

  4. Provisions that, by their nature, should survive termination of these Terms of Use shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

  5. Neither these Terms of Use, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or granting a franchise between you and Shoptimize.

  6. Shoptimize may assign or novate all or part of our rights under these Terms of Use provided we ensure that your rights under these Terms of Use are not prejudiced. You may not assign or novate your rights or liabilities under these Terms of Use without our prior written consent.

  7. You acknowledge and agree that by clicking on the button labelled "CONFIRM PURCHASE," "SUBMIT", "DOWNLOAD", "PLACE MY ORDER", "I ACCEPT" or such similar links as may be designated by us, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms of Use.

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